The audit committee will be responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems, monitoring the effectiveness of the internal audit function and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The audit committee will initially comprise Chris Bell, Richard Rosenberg and Alicia Rotbard and will be chaired by Mr. Rosenberg. The audit committee will meet at least four times a year at appropriate times in the reporting and audit cycle and otherwise as required. The audit committee will also meet regularly with the Company’s external auditors.
The remuneration committee will be responsible for determining and agreeing with the Board the framework for the remuneration of the chairman, the executive director(s) and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of non-executive directors will be a matter for the chairman and the executive director(s) to determine. No Director will be involved in any decision as to his or her own remuneration. The remuneration committee will initially comprise Chris Bell, Richard Rosenberg and Alicia Rotbard who will chair the committee. The remuneration committee will meet at least twice a year and otherwise as required.
The Company has established a risk committee chaired by Chris Bell. The other members consist of Richard Rosenberg and Ory Weihs. The risk committee receives presentations from management on risk, compliance and regulatory issues and reviews the related internal control systems. From time to time, representatives of the Company’s lawyers will be invited to attend committee meetings and/or present at them. The risk committee will meet at least four times a year and otherwise as required.